Terms of Service

Introduction

These Terms of Service (the “Terms”) constitute a binding agreement between the customer (the "Customer," "you," or "your") and ANTIER SOLUTIONS PVT LTS organized under the laws of India (hereinafter "Antier," "we," "us," or "our"). Antier operates and provides the Flashtle platform and related services (collectively, the "Services").

The Services are made available exclusively to business entities for use in connection with their business operations. The Services are not offered to, and may not be used by, consumers or individuals acting in a personal capacity. By accessing or using the Services, by signing an Order Form referencing these Terms, or by otherwise indicating acceptance, Customer agrees to be bound by these Terms. The individual accepting these Terms on behalf of Customer represents and warrants that they have the authority to bind Customer to these Terms. These Terms govern Customer's access to and use of the Services. Specific commercial terms, including pricing, service levels, and product configurations, are set forth in an Order Form or Master Services Agreement executed between Antier and Customer. In the event of conflict between these Terms and an executed Order Form or Master Services Agreement, the Order Form or Master Services Agreement controls.

1. Nature of the Services

What the Services Are

Antier provides Flashtle, a payment infrastructure platform that enables business customers to: (a) accept payments from their counterparties across multiple payment rails, including card networks, bank transfer networks, and stablecoin networks; (b) route, orchestrate, and process payment transactions according to configured workflows; (c) reconcile transaction activity and produce financial operations records; (d) manage treasury operations associated with payment flows; (e) integrate payment functionality with their own systems via application programming interfaces (APIs) and software development kits (SDKs). The specific functions available to Customer depend on the configuration of Customer's account and any Order Form or Master Services Agreement between Antier and Customer.

1.2 What the Services Are Not

Customer expressly acknowledges and agrees that Antier and the Services: (a) are not a bank and do not provide banking services as defined under applicable banking law; (b) do not hold customer deposits, except where Antier has expressly stated otherwise in writing and obtained any required licenses; (c) do not provide custody services for fiat currency, securities, or digital assets, except where Antier has expressly stated otherwise in writing and obtained any required licenses; (d) do not provide money transmission services in any jurisdiction where Antier is not licensed to do so. Customer is solely responsible for determining whether Customer's use of the Services requires Customer to hold money transmitter licenses or equivalent authorizations in any jurisdiction; (e) do not provide investment, tax, accounting, or legal advice; (f) are not a securities broker, dealer, exchange, alternative trading system, or investment platform; (g) are not a crypto-asset exchange or crypto-asset service provider offering exchange, custody, or investment services in crypto-assets; (h) do not guarantee settlement of any payment transaction; settlement depends on the underlying payment rails, banking partners, counterparty actions, and applicable regulatory requirements. Customer's classification of its own business activities for licensing, regulatory, tax, accounting, and any other purposes is Customer's sole responsibility.

1.3 Service Modifications

Antier may modify, enhance, add to, or discontinue features of the Services. Antier will provide reasonable advance notice of material changes that adversely affect Customer's existing use of the Services, except where changes are required by law, security, or operational necessity, in which case Antier will provide notice as promptly as practicable.

2. Account Registration and Eligibility

2.1 Account Registration

To use the Services, Customer must register an account by providing complete, accurate, and current business information, including: (a) Customer's legal business name and registered business address; (b) the name, business email address, and business phone number of one or more authorized representatives; (c) such additional business information as Antier may require for onboarding. Customer agrees to maintain the accuracy of this information and to update it promptly when changes occur.

2.2 Eligibility

Customer represents and warrants that: (a) Customer is a legally established business entity in good standing under the laws of its jurisdiction of organization; (b) Customer is not located in, ordinarily resident in, or organized under the laws of any country or territory subject to comprehensive sanctions administered by the United States, the European Union, the United Kingdom, the United Nations, or other applicable sanctions authorities; (c) Customer is not listed on any sanctions list (including the U.S. Treasury Department's Specially Designated Nationals and Blocked Persons List, the EU Consolidated List, the UK Consolidated List, or equivalent lists); (d) Customer has all corporate authority and authorizations necessary to enter into and perform these Terms; (e) Customer's use of the Services will not violate any law, regulation, or order applicable to Customer.

2.3 Account Security

Customer is solely responsible for: (a) maintaining the confidentiality of all account credentials, API keys, and authentication factors; (b) all activity occurring under Customer's account, whether or not authorized by Customer; (c) configuring and maintaining appropriate access controls for Customer's personnel, contractors, and agents who interact with the Services; (d) promptly notifying Antier at legal@antiersolutions.com of any suspected unauthorized access, use, or security incident affecting Customer's account or the Services.

Antier may, but is not obligated to, suspend account access if Antier reasonably believes that an account has been compromised, pending verification with Customer.

2.4 Business Verification

As a condition of access to the Services, Customer must complete business identity verification ("KYB Verification") conducted by an independent third-party verification provider engaged by Antier (the "KYB Provider"). The KYB Verification process is conducted directly between Customer and the KYB Provider: (a) Customer submits identification documents and business records directly to the KYB Provider; (b) Antier does not receive, store, or have access to the underlying documents Customer submits; (c) The KYB Provider is an independent data controller for the personal data Customer submits during verification. Customer's interaction with the KYB Provider is governed by the KYB Provider's separate terms and privacy notice; (d) Antier receives only verification status information (such as approved, declined, or pending) from the KYB Provider, which Antier uses to determine access to the Services.

Antier reserves the right to suspend or refuse access to the Services if: (i) Customer does not complete KYB Verification within a reasonable period; (ii) Customer fails verification; (iii) Antier or the KYB Provider has reason to believe Customer has submitted false, incomplete, or misleading information; (iv) Customer is identified as ineligible under sanctions, anti-money-laundering, or other applicable screening criteria; (v) Customer's business is in a category prohibited under the Acceptable Use Policy referenced in Section 4. Antier may periodically require Customer to complete enhanced verification or re-verification, including in response to changes in Customer's business, applicable law, or risk indicators.

3. Customer Responsibilities and Compliance Obligations

3.1 General Responsibilities

Customer is solely responsible for: (a) compliance with all laws, regulations, codes of conduct, and orders applicable to Customer's business and Customer's use of the Services, including financial services laws, anti-money-laundering and counter-terrorist-financing laws, sanctions, tax laws, consumer protection laws, advertising laws, intellectual property laws, and data protection laws; (b) obtaining and maintaining all licenses, permits, registrations, and authorizations required for Customer's business operations and Customer's use of the Services in each jurisdiction where Customer operates; (c) the accuracy and lawfulness of all data, instructions, payment details, recipient information, and content Customer submits through the Services; (d) the conduct of Customer's employees, contractors, users, end customers, and counterparties acting in connection with the Services; (e) maintaining commercially reasonable security practices for Customer's systems, applications, and personnel that interact with the Services, consistent with industry standards applicable to Customer's business and the sensitivity of the data processed; (f) verifying recipient information, payment amounts, and rail selections before initiating payment instructions, as Antier may rely on Customer-provided instructions without independent verification; (g) implementing fraud prevention controls appropriate to Customer's business; (h) handling, processing, and managing chargebacks, disputes, and refunds in compliance with applicable card network rules, banking partner requirements, and other rail-specific obligations; (i) reporting to tax authorities as required by applicable law in connection with transactions processed through the Services.

3.2 Cooperation Obligations

Customer agrees to: (a) cooperate with Antier's reasonable requests for information, documentation, or attestations necessary to operate the Services, comply with legal obligations, investigate potential violations of these Terms, or respond to inquiries from regulators, banking partners, payment networks, or other counterparties; (b) respond to information requests promptly and in good faith; (c) provide Antier with reasonable assistance in connection with any audit, investigation, or regulatory inquiry that relates to Customer's use of the Services.

3.3 Compliance Programs

Where required by applicable law or by the policies of payment networks or banking partners, Customer agrees to maintain: (a) an anti-money-laundering and counter-terrorist-financing program reasonably designed to detect and report suspicious activity; (b) a sanctions screening program reasonably designed to prevent prohibited transactions; (c) data protection and privacy practices that comply with applicable law; (d) information security practices appropriate to Customer's business. Customer's maintenance of these programs is independent of Antier's own compliance program. Antier's provision of the Services does not constitute a delegation of, or substitute for, Customer's regulatory or compliance obligations.

4. Acceptable Use and Prohibited Activities

4.1 Acceptable Use Policy

Customer's use of the Services is governed by Antier's Acceptable Use Policy, available at the site and incorporated into these Terms by reference. The Acceptable Use Policy identifies categories of businesses, transactions, and activities that may not be conducted through the Services. Antier may update the Acceptable Use Policy from time to time with reasonable notice.

4.2 Prohibited Activities

Without limiting the Acceptable Use Policy, Customer may not, and may not permit any third party to: (a) use the Services for any unlawful purpose, including money laundering, terrorist financing, sanctions evasion, fraud, tax evasion, market manipulation, or any activity prohibited by applicable law; (b) submit false, misleading, or fraudulent information during business verification or in connection with use of the Services; (c) interfere with, disrupt, attempt to gain unauthorized access to, or compromise the security or integrity of the Services, Antier's systems, or the systems of any other Antier customer; (d) reverse-engineer, decompile, disassemble, or otherwise attempt to derive the source code, underlying ideas, algorithms, structure, or organization of the Services, except to the extent permitted by applicable law that may not be excluded by agreement; (e) resell, sublicense, rent, lease, time-share, or otherwise make the Services available to any third party except as expressly permitted in these Terms or an Order Form; (f) use the Services to develop, train, or improve any product, service, or model that competes with the Services; (g) use the Services in a manner that materially exceeds reasonable usage volumes or could impair operation of the Services for other customers; (h) use any automated means (other than authorized API access in accordance with Antier's documentation) to access, scrape, or extract data from the Services; (i) remove, obscure, or alter any proprietary notices on the Services; (j) use the Services in connection with activities, businesses, or transactions that violate applicable card network rules, banking partner requirements, or other rail-specific obligations.

4.3 Suspension for Violation

Antier may suspend or terminate Customer's access to the Services, in whole or in part, if Antier reasonably determines that Customer has violated or is likely to violate Section 4 (Acceptable Use), Section 3 (Customer Responsibilities), or applicable law. For serious or imminent violations, Antier may suspend access immediately and without prior notice. Antier will provide notice of suspension as promptly as practicable.

5. Fees, Billing, and Payment

5.1 Fees

Fees for the Services are set forth in Customer's Order Form, Master Services Agreement, or applicable pricing schedule. All fees are exclusive of applicable taxes, duties, levies, and other governmental charges, which are Customer's responsibility unless Antier is legally required to collect them.

5.2 Billing and Payment Method

Customer authorizes Antier to charge or deduct applicable fees from Customer's designated payment method, from settlement balances payable to Customer, or to invoice Customer for payment, in each case in accordance with the agreed billing schedule. Customer is responsible for maintaining a current and valid payment method on file. If a charge fails, Antier may retry the charge, request alternative payment instructions, or suspend access to the Services until payment is received.

5.3 Disputed Invoices

If Customer disputes any invoice in good faith, Customer must notify Antier in writing within thirty (30) days of the invoice date, specifying the disputed amount and the basis for the dispute. The parties will work in good faith to resolve disputed amounts. Undisputed amounts remain due and payable in accordance with the original payment terms.

5.4 Suspension for Non-Payment

Antier may suspend access to the Services if Customer fails to pay undisputed amounts when due, after providing reasonable notice. Suspension under this Section does not relieve Customer of the obligation to pay accrued fees.

6. Settlement, Funds Movement, and Third-Party Dependencies

6.1 Nature of Funds Movement

The Services facilitate the movement of funds between Customer and Customer's counterparties across multiple payment rails. Antier's role in funds movement is as a wallet infrastructure provider that orchestrates payment flows on Customer's behalf. Antier does not hold Customer funds, except where Antier has expressly stated otherwise in writing and obtained any required licenses or authorizations.

6.2 Settlement Timing

Settlement timing and finality depend on factors outside Antier's exclusive control, including:

(a) the rules and operating practices of card networks, banking networks, and stablecoin networks; (b) the actions and processing timelines of banking partners, payment processors, and other intermediaries; (c) the actions of Customer's counterparties; (d) network congestion, technical conditions, or outages affecting payment rails; (e) applicable regulatory holds, sanctions screening, fraud reviews, or other compliance actions; (f) Customer's compliance with verification, documentation, and risk-related requirements. Antier does not guarantee specific settlement times unless expressly agreed in a Service Level Agreement or Order Form.

6.3 Third-Party Dependencies

Customer acknowledges that the Services rely on third-party infrastructure, including card networks, banking partners, blockchain networks, telecommunications providers, and cloud infrastructure providers (collectively, "Third-Party Rails"). Antier is not responsible for, and disclaims liability arising from: (a) outages, delays, errors, or failures of Third-Party Rails; (b) changes to Third-Party Rail rules, fees, capabilities, or availability; (c) any action or inaction by Third-Party Rails affecting transactions, settlement, or Customer's account; (d) network conditions, blockchain congestion, or transaction finality risks inherent in any specific payment rail; (e) chargebacks, reversals, or returns initiated by counterparties or Third-Party Rails.

6.4 Payment Instructions

Customer's submission of a payment instruction through the Services constitutes Customer's authorization to Antier to act on that instruction. Antier may rely on payment instructions submitted through Customer's account without independent verification. Customer is solely responsible for the accuracy of payment instructions, including recipient identification, amount, currency designation, settlement rail selection, memo and reference information, and any other instruction details. Antier is not liable for losses arising from: (a) incorrect, incomplete, or fraudulent payment instructions submitted through Customer's account; (b) Customer's failure to detect unauthorized payment instructions promptly; (c) instructions that fail to comply with Third-Party Rail requirements.

6.5 Reversibility and Finality

Different payment rails have different reversibility, finality, and dispute characteristics. Customer acknowledges that:(a) card payments are subject to chargeback rules established by card networks and may be reversed for an extended period after settlement; (b) bank transfers may be subject to reversal, return, or recall depending on the network and the circumstances; (c) stablecoin transactions on public blockchain networks are generally irreversible once confirmed on the underlying network, except in limited circumstances such as token issuer freeze actions; (d) refunds, returns, and reversals through any rail are governed by the rules of the applicable rail and the parties involved. Customer is responsible for evaluating finality characteristics relevant to Customer's business and for implementing appropriate controls.

7. Intellectual Property

7.1 Antier IP

The Services, including all underlying software, documentation, APIs, SDKs, design elements, user interfaces, workflows, methods, trademarks, service marks, and content provided by Antier (the "Antier IP"), are owned by Antier or its licensors and are protected by intellectual property laws. Antier grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Antier IP solely for Customer's internal business purposes during the term of these Terms and subject to Customer's compliance with these Terms.

7.2 Customer Data

"Customer Data" means the data, content, instructions, and information Customer (and Customer's users) submit to or generate through the Services. Customer retains all right, title, and interest in Customer Data. Customer grants Antier a limited, worldwide, non-exclusive, royalty-free license to use, process, store, transmit, display, and disclose Customer Data solely to: (a) provide, maintain, secure, and operate the Services; (b) comply with Antier's legal and regulatory obligations; (c) detect, prevent, and respond to fraud, security, abuse, and compliance issues; (d) develop and improve the Services, including in aggregated and de-identified form that cannot reasonably identify Customer or any individual.

7.3 Feedback

If Customer provides Antier with feedback, comments, suggestions, or improvement ideas regarding the Services ("Feedback"), Customer grants Antier a perpetual, irrevocable, worldwide, royalty-free, fully paid-up license to use, modify, and incorporate the Feedback into the Services without obligation or compensation to Customer.

7.4 Trademarks and Branding

Customer may not use Antier's or Flashtle's name, logo, trademarks, service marks, or branding except as expressly authorized in writing or as set forth in a separate trademark policy. Any authorized use must comply with Antier's brand guidelines and is subject to Antier's prior approval. Antier may identify Customer as a user of the Services in customer lists, marketing materials, or case studies only with Customer's prior written consent, except where disclosure is required by applicable law or court order.

8. Confidentiality

8.1 Definition

"Confidential Information" means any non-public information disclosed by one party (the "Disclosing Party") to the other party (the "Receiving Party") that is marked or identified as confidential, or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes pricing and commercial terms, technical information, business plans, customer information, security information, and information about each party's products, services, operations, and personnel.

8.2 Obligations

The Receiving Party agrees to: (a) use the Disclosing Party's Confidential Information only as necessary to exercise its rights or perform its obligations under these Terms; (b) protect the Disclosing Party's Confidential Information with at least the same degree of care it uses to protect its own confidential information of similar importance, and in no event less than reasonable care; (c) not disclose the Disclosing Party's Confidential Information to any third party except to employees, contractors, and advisors who have a need to know and who are bound by confidentiality obligations no less protective than those in this Section.

8.3 Exceptions

The obligations in this Section do not apply to information that the Receiving Party can demonstrate: (a) is or becomes publicly known through no fault of the Receiving Party; (b) was rightfully in the Receiving Party's possession before disclosure; (c) is independently developed without reference to the Disclosing Party's Confidential Information; (d) is rightfully received from a third party without obligation of confidentiality.

8.4 Compelled Disclosure

If the Receiving Party is required by law, regulation, court order, or governmental authority to disclose Confidential Information, the Receiving Party will, to the extent legally permitted, provide the Disclosing Party with prompt notice and an opportunity to seek a protective order or other appropriate remedy.

8.5 Survival

Confidentiality obligations survive termination of these Terms for [three (3) years], except that obligations related to trade secrets continue for as long as the information qualifies as a trade secret under applicable law.

9. Data Protection and Privacy

9.1 Privacy Policy

Antier's collection, use, and processing of personal data in connection with the Services is governed by the Privacy Policy available at [PRIVACY POLICY URL], incorporated into these Terms by reference.

9.2 Data Processing Addendum

Where Customer's use of the Services involves Antier processing personal data on behalf of Customer, the parties' Data Processing Addendum ("DPA") available at [DPA URL] governs the data processing relationship. The DPA includes Standard Contractual Clauses adopted by the European Commission and the UK Information Commissioner's Office, as applicable, and is incorporated into these Terms upon execution.

9.3 Each Party's Role

The parties acknowledge that:

(a) for personal data that Customer submits to or generates through the Services, Customer is generally the data controller and Antier acts as a data processor; (b) for personal data Antier collects from Customer's authorized users in connection with account administration and security, Antier is the data controller; (c) the KYB Provider is an independent data controller for personal data Customer submits to it during business verification.

9.4 International Data Transfers

The parties acknowledge that operating the Services may involve international transfers of personal data. The parties will rely on the transfer mechanisms set forth in the DPA, including Standard Contractual Clauses and Transfer Impact Assessments where applicable.

10. Security

10.1 Antier's Security Program

Antier maintains administrative, technical, and physical safeguards designed to protect Customer Data against unauthorized access, disclosure, alteration, and destruction. Antier's security program includes: (a) encryption of Customer Data in transit using Transport Layer Security (TLS) version 1.2 or higher; (b) encryption of Customer Data at rest using cryptographic algorithms consistent with applicable industry standards; (c) access controls, authentication, and authorization mechanisms for personnel access to systems processing Customer Data; (d) network security controls, including segmentation, intrusion detection, and monitoring; (e) personnel security practices, including background checks where permitted by law, security training, and access governance; (f) vendor security management for third parties with access to Customer Data; (g) an incident response program for identifying, containing, and responding to security incidents; (h) periodic security assessments, including by independent third parties.

10.2 Customer Security Responsibilities

Customer is responsible for: (a) implementing security controls appropriate to Customer's business and Customer's use of the Services; (b) protecting account credentials, API keys, and authentication factors; (c) configuring Customer's integrations with the Services in accordance with Antier's security documentation; (d) monitoring activity in Customer's account and promptly investigating anomalies; (e) notifying Antier of suspected security incidents affecting Customer's account.

10.4 Incident Notification

If Antier becomes aware of a security incident involving the unauthorized access to or disclosure of Customer Data, Antier will notify Customer without undue delay and in any event within the timeframes required by applicable law. The notice will include, to the extent then known, a description of the nature of the incident, the categories and approximate number of data subjects and records affected, the likely consequences, and the measures taken or proposed to address the incident.

11. Service Availability and Service Levels

11.1 General Availability

Antier will use commercially reasonable efforts to make the Services available to Customer in accordance with the Service Level Agreement applicable to Customer's plan ("SLA"), if any. The SLA is set forth in Customer's Order Form or in a separate document referenced from Customer's Order Form.

11.2 Scheduled Maintenance and Downtime

The Services may be unavailable from time to time for scheduled maintenance, emergency maintenance, or due to factors outside Antier's reasonable control. Antier will provide reasonable advance notice of scheduled maintenance where practicable.

11.3 Exclusions

Service unavailability is not a breach of these Terms or the SLA to the extent caused by:

(a) Force Majeure Events as described in Section 16.5; (b) actions or omissions of Customer or third parties acting on Customer's behalf; (c) Customer's failure to comply with Antier's documentation, system requirements, or security guidance; (d) failures of Third-Party Rails or infrastructure outside Antier's reasonable control; (e) scheduled maintenance windows.

12. Warranties and Disclaimers

12.1 Customer Warranties

Customer represents and warrants on an ongoing basis that: (a) Customer has all rights, authorizations, and consents necessary for Customer's use of the Services and for Antier to process Customer Data as contemplated by these Terms; (b) Customer Data does not infringe, misappropriate, or violate any third-party intellectual property right, privacy right, publicity right, or other right; (c) Customer's use of the Services complies with all applicable laws and with these Terms.

12.2 Antier Warranties

Antier warrants that:

(a) it will provide the Services in a professional manner consistent with industry standards; (b) the Services will materially conform to the documentation made generally available by Antier.

12.3 Disclaimer

EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. ANTIER DISCLAIMS ALL WARRANTIES NOT EXPRESSLY STATED IN THESE TERMS, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, ANTIER DOES NOT WARRANT THAT: (a) THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE FROM HARMFUL COMPONENTS; (b) THE SERVICES WILL BE SECURE FROM ALL UNAUTHORIZED ACCESS; (c) ANY DEFECTS WILL BE CORRECTED WITHIN A SPECIFIC TIMEFRAME; (d) THE SERVICES WILL MEET CUSTOMER'S BUSINESS REQUIREMENTS OR PRODUCE PARTICULAR RESULTS; (e) THIRD-PARTY RAILS, NETWORKS, OR INFRASTRUCTURE WILL OPERATE WITHOUT INTERRUPTION OR ERROR.

13. Limitation of Liability

13.1 General Limitation

EXCEPT FOR LIABILITY EXCLUDED FROM THE LIMITATION UNDER SECTION 13.4 BELOW, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES — WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE — WILL NOT EXCEED THE TOTAL FEES PAID BY CUSTOMER TO ANTIER UNDER THESE TERMS IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

13.2 Exclusion of Indirect Damages

EXCEPT FOR LIABILITY EXCLUDED FROM THE LIMITATION UNDER SECTION 13.4 BELOW, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY: (a) INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES; (b) LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, OR ANTICIPATED SAVINGS; (c) LOSS OF DATA OR DAMAGE TO DATA; (d) LOSS OR DAMAGE ARISING FROM BUSINESS INTERRUPTION, WHETHER OR NOT THE PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND WHETHER OR NOT SUCH DAMAGES WERE FORESEEABLE.

13.3 Third-Party Rail Disclaimer

Without limiting the other provisions of this Section 13, Antier is not liable for any loss, damage, or claim arising from: (a) the actions, inactions, errors, outages, delays, or failures of Third-Party Rails; (b) chargebacks, reversals, returns, or disputes initiated by counterparties or Third-Party Rails; (c) changes to rules, fees, or capabilities of Third-Party Rails; (d) the irreversibility of completed transactions on stablecoin or blockchain networks; (e) Customer's compliance failures, including failure to comply with Third-Party Rail rules or applicable law.

13.4 Exclusions from Limitation

The limitations in Sections 13.1 and 13.2 do not apply to: (a) liability that cannot be excluded or limited under applicable law; (b) liability for fraud, gross negligence, or willful misconduct; (c) Customer's indemnification obligations under Section 14; (d) Customer's payment obligations under Section 5; (e) breach of Section 7 (Intellectual Property); (f) breach of confidentiality obligations under Section 8 (provided that liability for breach of confidentiality is capped at the greater of (i) the amount in Section 13.1.

14. Indemnification

14.1 Customer Indemnification

Customer will defend, indemnify, and hold harmless Antier, its affiliates, and their respective officers, directors, employees, and agents (the "Antier Indemnified Parties") from and against any third-party claim, action, suit, or proceeding (each a "Claim") and any damages, losses, liabilities, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) Customer's breach of these Terms; (b) Customer's violation of applicable law in connection with the Services; (c) Customer's provision of false, inaccurate, or misleading information, including during business verification; (d) the conduct of Customer's employees, contractors, users, end customers, or counterparties; (e) Customer's business activities, products, or services, including any product liability, consumer protection, or warranty claims; (f) Customer Data, including any claim that Customer Data infringes or violates third-party rights; (g) chargebacks, refunds, reversals, or disputes attributable to Customer's transactions; (h) Customer's failure to comply with Third-Party Rail rules or to obtain required licenses or authorizations.

14.2 Antier Indemnification

Antier will defend Customer from and against any Claim brought by a third party alleging that the Services as provided by Antier (excluding Customer Data and excluding modifications or combinations not made by Antier) infringe a third-party copyright, registered trademark, or patent issued in India as of the date of these Terms (an "IP Claim"). Antier will indemnify Customer for damages and costs awarded to the third party by a court of competent jurisdiction or paid by Antier in settlement of the IP Claim. If an IP Claim arises or Antier reasonably believes an IP Claim is likely to arise, Antier may, at its option: (a) procure for Customer the right to continue using the affected Services; (b) modify or replace the affected Services to make them non-infringing; (c) terminate the affected Services upon notice to Customer and refund any prepaid, unused fees for the affected Services. Antier's obligations under this Section 14.2 do not apply to IP Claims to the extent arising from: (a) Customer's use of the Services in combination with products, services, software, or data not provided by Antier, where the alleged infringement would not have occurred but for such combination; (b) modifications to the Services not made by Antier; (c) Customer's use of the Services in violation of these Terms or applicable law; (d) Customer Data.

14.3 Indemnification Procedure

The indemnifying party's obligations are conditioned on the indemnified party: (a) providing prompt written notice of the Claim (provided that failure to give prompt notice does not relieve the indemnifying party except to the extent it is materially prejudiced); (b) granting the indemnifying party sole control of the defense and settlement of the Claim (provided that the indemnifying party may not settle any Claim in a manner that imposes an obligation on the indemnified party or admits wrongdoing by the indemnified party without the indemnified party's prior written consent); (c) providing reasonable cooperation in the defense, at the indemnifying party's expense.

14.4 Sole and Exclusive Remedy

The indemnification obligations in this Section 14 state the indemnifying party's sole liability and the indemnified party's sole and exclusive remedy for third-party Claims subject to indemnification.

15. Term and Termination

15.1 Term

These Terms remain in effect from the Effective Date until terminated as provided in this Section 15 or in an Order Form between the parties.

15.2 Termination for Convenience

Either party may terminate these Terms for convenience by providing the other party with [thirty (30)] days' prior written notice. Termination of these Terms for convenience does not affect any Order Form or Master Services Agreement then in effect, which remain governed by their own term and termination provisions.

15.3 Termination for Cause

Either party may terminate these Terms (and any related Order Form): (a) immediately upon written notice if the other party materially breaches these Terms and fails to cure the breach within [thirty (30)] days after written notice describing the breach in reasonable detail; (b) immediately upon written notice if the other party becomes insolvent, makes a general assignment for the benefit of creditors, files a voluntary petition in bankruptcy, has an involuntary petition in bankruptcy filed against it that is not dismissed within [sixty (60)] days, or ceases business operations.

15.4 Termination by Antier for Compliance, Regulatory, or Risk Reasons

In addition to the rights in Sections 15.2 and 15.3, Antier may suspend or terminate Customer's access to the Services immediately upon written notice (or in serious cases, without prior notice) if Antier reasonably determines that: (a) Customer's use of the Services violates applicable law; (b) Customer's continued use of the Services poses a material risk to Antier, other Antier customers, or any Third-Party Rail; (c) Customer has violated Section 4 (Acceptable Use) or applicable Acceptable Use Policy; (d) Customer's KYB Verification status has changed (including identification on sanctions lists); (e) continued provision of the Services is prohibited by law, regulation, court order, banking partner requirement, or card network requirement.

15.5 Effect of Termination

Upon termination of these Terms: (a) all rights granted to Customer under these Terms cease, and Customer must immediately stop accessing and using the Services; (b) each party will return or destroy the other party's Confidential Information, except for Confidential Information retained for compliance with applicable law or in routine backups; (c) Customer remains responsible for all fees accrued prior to termination; (d) Antier may delete Customer Data in accordance with the retention practices described in the Privacy Policy, except where retention is required by applicable law or pending dispute; (e) Antier may complete pending transactions initiated before termination, subject to Antier's risk and compliance review.

15.6 Data Export

Customer may export Customer Data prior to termination using the tools provided through the Services. For a period of [ninety (90)] days following termination (or such longer period required by applicable law), Antier will, upon Customer's reasonable request, provide Customer with reasonable assistance in exporting Customer Data, subject to Antier's standard fees for such assistance.

16. General Provisions

16.1 Entire Agreement

These Terms, together with any Order Form, Master Services Agreement, Acceptable Use Policy, DPA, Privacy Policy, SLA, and other documents incorporated by reference, constitute the entire agreement between the parties regarding the Services and supersede all prior agreements and understandings on this subject. No other document, marketing material, or oral representation modifies these Terms unless agreed in writing by both parties.

16.2 Modifications

Antier may update these Terms from time to time. We will provide reasonable notice of material changes by email to Customer's registered contact address or through the Services. Material changes will be effective no earlier than [thirty (30)] days after notice unless required to be effective sooner by law. Customer's continued use of the Services after the effective date of updated Terms constitutes acceptance. Non-material updates (such as clarifications, corrections, and updates required by law) may take effect upon publication.

16.3 Assignment

Customer may not assign these Terms or any rights or obligations hereunder, by operation of law or otherwise, without Antier's prior written consent. Any attempted assignment without consent is void. Antier may assign these Terms (including in connection with a corporate reorganization, merger, acquisition, sale of all or substantially all assets, or a spinout of the Flashtle business into a separate legal entity) upon written notice to Customer, provided that the assignee assumes Antier's obligations under these Terms.

16.4 Subcontracting

Antier may subcontract performance of its obligations under these Terms to qualified subcontractors, provided that Antier remains responsible for the performance of its obligations and for the acts and omissions of its subcontractors as if performed by Antier.

16.5 Force Majeure

Neither party is liable for failure or delay in performance (other than payment obligations) caused by events beyond its reasonable control, including: (a) natural disasters, severe weather events, fires, floods, earthquakes; (b) acts of war, terrorism, civil unrest, riots; (c) pandemics, epidemics, or governmental responses thereto; (d) acts of government or regulatory authorities; (e) failures of Third-Party Rails, card networks, banking partners, telecommunications, or internet infrastructure; (f) cyber-attacks, denial-of-service attacks, or other malicious actions of third parties; (g) labor disputes, strikes, or lockouts (other than those involving the affected party's own workforce) (each a "Force Majeure Event"). The affected party will use commercially reasonable efforts to mitigate the effects of the Force Majeure Event and resume performance as promptly as practicable.

16.6 No Waiver

A party's failure or delay to enforce any provision of these Terms does not constitute a waiver of that provision or any other provision. A waiver of any provision must be in writing and signed by an authorized representative of the waiving party.

16.7 Severability

If any provision of these Terms is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions continue in full force and effect, and the parties will negotiate in good faith to replace the invalid or unenforceable provision with a valid and enforceable provision that achieves the same intent to the maximum extent permitted by law.

16.8 No Third-Party Beneficiaries

These Terms do not create any rights for, or confer any benefit on, any third party. The parties may amend, modify, or terminate these Terms without the consent of any third party.

16.9 Order of Precedence

In the event of conflict between documents constituting the agreement between the parties, the order of precedence is: (a) executed Order Form or Master Services Agreement; (b) DPA; (c) these Terms; (d) Acceptable Use Policy; (e) Privacy Policy; (f) other documents incorporated by reference.